EXHIBIT 12.1

                                  CERTIFICATION

I, Arie Kilman, certify that:

1.       I have reviewed this amendment no. 2 to the annual report on Form 20-F
         of BluePhoenix Solutions Ltd;

2.       Based on my knowledge, this amendment no. 2 to the annual report does
         not contain any untrue statement of a material fact or omit to state a
         material fact necessary to make the statements made, in light of the
         circumstances under which such statements were made, not misleading
         with respect to the period covered by this amendment no. 2 to the
         annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this amendment no. 2 to the annual report,
         fairly present in all material respects the financial condition,
         results of operations and cash flows of the registrant as of, and for,
         the periods presented in this amendment no. 2 to the annual report;

4.       The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and have:

         a.       designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this amendment no. 2 to the annual
                  report is being prepared;

         b.       evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this amendment no. 2
                  to the annual report our conclusions about the effectiveness
                  of the disclosure controls and procedures, as of the end of
                  the period covered by this amendment no. 2 to the annual
                  report based on such evaluation; and

         c.       disclosed in this amendment no. 2 to the annual report any
                  change in the registrant's internal control over financial
                  reporting that occurred during the period covered by the
                  amendment no. 2 to the annual report that has materially
                  affected, or is reasonably likely to materially affect, the
                  registrant's internal control over financial reporting; and

5.       The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of
         registrant's board of directors (or persons performing the equivalent
         functions):


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         a.       all significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

         b.       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.

Date: January 18, 2005

                                                /s/ Arie Kilman
                                                ---------------------------
                                                Arie Kilman
                                                Chief Executive Officer